FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PACTIV CORP [ PTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/16/2010 | M | 484,650 | A | $33.25 | 674,389 | D | |||
Common Stock | 11/16/2010 | D(1) | 189,739 | D | $33.25(2) | 484,650 | D | |||
Common Stock | 11/16/2010 | D(1) | 484,650 | D | $33.25(2) | 0.0000 | D | |||
Common Stock | 11/16/2010 | D(1) | 47,419 | D | $33.25(2) | 0.0000 | I | By 401k |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option | $23.98 | 11/16/2010 | D | 230,000 | 09/14/2005(3) | 09/14/2014 | Common Stock | 230,000 | $33.25(2) | 0.0000 | D | ||||
Employee Stock Option | $20.25 | 11/16/2010 | D | 250,000 | 09/17/2004(3) | 09/17/2013 | Common Stock | 250,000 | $33.25(2) | 0.0000 | D | ||||
Employee Stock Option | $17.6 | 11/16/2010 | D | 250,000 | 09/18/2003(3) | 09/18/2012 | Common Stock | 250,000 | $33.25(2) | 0.0000 | D | ||||
Employee Stock Option | $15.08 | 11/16/2010 | D | 137,500 | 09/19/2002(3) | 09/19/2011 | Common Stock | 137,500 | $33.25(2) | 0.0000 | D | ||||
Employee Stock Option | $17.74 | 11/16/2010 | D | 137,500 | 12/06/2002(3) | 12/06/2011 | Common Stock | 137,500 | $33.25(2) | 0.0000 | D | ||||
Performance Share Units | (4) | 11/16/2010 | A | 484,650 | 11/16/2010 | (5) | Common Stock | 484,650 | $33.25 | 484,650 | D | ||||
Performance Share Units | (4) | 11/16/2010 | D | 484,650 | 11/16/2010 | (5) | Common Stock | 484,650 | $33.25 | 0.0000 | D | ||||
Stock Equivalent Units | (6) | 11/16/2010 | D | 93,396 | (6) | (6) | Common Stock | 93,396 | $33.25(6) | 0.0000 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger (the "Merger") of the issuer with Reynolds Acquisition Corporation ("Reynolds Acquisition") in accordance with the Agreement and Plan of Merger dated August 16, 2010, among issuer, Rank Group Limited, Reynolds Group Holdings Limited, and Reynolds Acquisition (the "Agreement"). |
2. Represents per share merger consideration under the Agreement. |
3. Each stock option of the issuer became exercisable in full upon consummation of the Merger and was cancelled in the Merger in exchange for a cash payment per share equal to the difference between the exercise price of the option and $33.25. Options with an exercise price of $33.25 or more were cancelled in the Merger and are not shown on Table II of this Report. |
4. The performance share units convert into common stock on a one-for-one basis. |
5. Not applicable. |
6. Stock Equiv. Units (?SEUs?) acquired and held pursuant to the Pactiv Corp. Deferred Comp Plan are payable in cash or stock upon the holder's death, termination of employment or service as a director, or at the time specified in the holder's Deferral Election and convert into common stock on a one-for-one basis. Disposition of SEUs pursuant to the Merger in accordance with the Agreement was made in a lump sum cash payment in accordance with the terms and conditions set forth in the Deferred Comp Plan. |
Erick R. Opsahl, Attorney In Fact | 11/18/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |